Mortgage Payments Received After Transfer Date The amount of any related Monthly Payments received by the Seller after the related Transfer Date shall be forwarded to the Purchaser by overnight mail within one (1) Business Day following the date of receipt. The Seller shall notify the Purchaser of the particulars of the payment, which notification requirement shall be satisfied if the Seller forwards with its payment sufficient information to permit appropriate processing of the payment by the Purchaser. The Seller shall assume full responsibility for the necessary and appropriate legal application of such Monthly Payments received by the Seller after the related Transfer Date with respect to related Mortgage Loans then in foreclosure or bankruptcy; provided, for purposes of this Agreement, necessary and appropriate legal application of such Monthly Payments shall include, but not be limited to, endorsement of a Monthly Payment to the Purchaser with the particulars of the payment such as the account number, dollar amount, date received and any special Mortgagor application instructions and the Seller shall comply with the foregoing requirements with respect to all Monthly Payments received by it after the related Transfer Date.
Conveyance From Seller to Purchaser Subsection 6.01
Conveyance of Subsequent Receivables (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration of the Issuing Entity’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale, the Depositor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), all right, title and interest of the Depositor in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Depositor in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vi) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.
Distributions to Certificateholders; Payment of Special Primary Insurance Premiums (a) On each Distribution Date, the Trustee (or any duly appointed paying agent) shall (i) subject to Section 3.05(a)(viii), withdraw from the Certificate Account any Special Primary Insurance Premium payable on such Distribution Date and pay such amount to the insurer under the applicable Special Primary Insurance Policy and (ii) withdraw from the Certificate Account the REMIC II Available Distribution Amount for such Distribution Date and distribute, from the amount so withdrawn, to the extent of the REMIC II Available Distribution Amount, the REMIC II Distribution Amount to the Certificateholders (including the Class R Certificateholders with respect to any distribution to the Holders of the Class R-2 Residual Interest), all in accordance with the written statement received from the Master Servicer pursuant to Section 4.02(b). Any Special Primary Insurance Premiums distributed pursuant to clause (i) above shall be distributed by means of payment acceptable to the insurer under the respective Special Primary Insurance Policy. Amounts distributed to the Certificateholders pursuant to clause (ii) above shall be distributed by wire transfer in immediately available funds for the account of, or by check mailed to, each such Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register. (b) All reductions in the Certificate Principal Balance of a Certificate effected by distributions of principal and all allocations of Realized Losses made on any Distribution Date shall be binding upon all Holders of such Certificate and of any Certificate issued upon the registration of transfer or exchange therefor or in lieu thereof, whether or not such distribution is noted on such Certificate. The final distribution of principal of each Certificate (and the final distribution upon the Class R Certificates upon (i) the termination of REMIC I and REMIC II and (ii) the payment, or making provision for payment, of all liabilities of the Trust) shall be payable in the manner provided above only upon presentation and surrender thereof on or after the Distribution Date therefor at the office or agency of the Certificate Registrar specified in the notice delivered pursuant to Section 4.04(c)(ii) and Section 9.01(b). (c) Whenever, on the basis of Curtailments, Payoffs and Monthly Payments on the Mortgage Loans and Insurance Proceeds and Liquidation Proceeds received and expected to be received during the Payoff Period, the Master Servicer has notified the Trustee that it believes that the entire remaining unpaid Class Principal Balance of any Class of Certificates will become distributable on the next Distribution Date, the Trustee shall, no later than the 18th day of the month of such Distribution Date, mail or cause to be mailed to each Person in whose name a Certificate to be so retired is registered at the close of business on the Record Date and to the Rating Agencies a notice to the effect that: (i) it is expected that funds sufficient to make such final distribution will be available in the Certificate Account on such Distribution Date, and (ii) if such funds are available, (A) such final distribution will be payable on such Distribution Date, but only upon presentation and surrender of such Certificate at the office or agency of the Certificate Registrar maintained for such purpose (the address of which shall be set forth in such notice), and (B) no interest shall accrue on such Certificate after such Distribution Date.
Interest Subsidy and Special Allowance Payments and Rebate Fees The Seller shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Purchaser and the Eligible Lender Trustee on behalf of the Purchaser shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.
Payments from Owner Trust Estate All payments to be made by the Owner Trustee under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party shall be made only from the income and proceeds of the Owner Trust Estate and only to the extent that the Owner Trustee shall have received income or proceeds from the Owner Trust Estate to make such payments in accordance with the terms hereof. Wilmington Trust Company or any successor thereto, in its individual capacity, shall not be liable for any amounts payable under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party.
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE Section 2.01. Sale of the Mortgage Loans.............................4 Section 2.02. Obligations of Seller Upon Sale........................4 Section 2.03. Payment of Purchase Price for the Mortgage Loans.......7
Payment of Contributions The College and eligible academic staff members of the plan shall each contribute one-half of the contributions to the Academic and Administrative Pension Plan.
Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.
Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls In the event that any Mortgage Loan is the subject of a Prepayment Interest Shortfall, the Servicer shall, from amounts in respect of the Servicing Fee for such Distribution Date, deposit into the Collection Account, as a reduction of the Servicing Fee for such Distribution Date, no later than the Servicer Remittance Date immediately preceding such Distribution Date, an amount up to the Prepayment Interest Shortfall; provided that the amount so deposited shall not exceed the Compensating Interest for such Distribution Date. In case of such deposit, the Servicer shall not be entitled to any recovery or reimbursement from the Depositor, the Trustee, the Issuing Entity or the Certificateholders. With respect to any Distribution Date, to the extent that the Prepayment Interest Shortfall exceeds Compensating Interest (such excess, a "Non-Supported Interest Shortfall"), such Non-Supported Interest Shortfall shall reduce the Current Interest with respect to each Class of Certificates, pro rata based upon the amount of interest each such Class would otherwise be entitled to receive on such Distribution Date. Notwithstanding the foregoing, there shall be no reduction of the Servicing Fee in connection with Prepayment Interest Shortfalls related to the Relief Act or bankruptcy proceedings and the Servicer shall not be obligated to pay Compensating Interest with respect to Prepayment Interest Shortfalls related to the Relief Act or bankruptcy proceedings.